New Meridian Enters Into Letter of Intent to Purchase All of the Shares of Philippine Metals Corp.
May 28 2009 - 5:58PM
Marketwired Canada
New Meridian Mining Corp. ("New Meridian" or the "Corporation") (NEX:NWC.H) is
pleased to announce that it has entered into a binding letter of intent ("LOI")
with Philippine Metals Corp. ("PMC"), a private Alberta corporation. The parties
to the LOI have agreed to negotiate a definitive agreement by August 31, 2009
pursuant to which New Meridian will acquire all of the issued and outstanding
shares of PMC (the "Transaction"). The terms of the Transaction remain to be
negotiated, however the Transaction is expected to take the form of an
amalgamation, arrangement, takeover bid, share purchase or a similar form of
business combination.
This non arms length Transaction is conditional upon the execution of a
definitive agreement, completion of satisfactory due diligence, receipt of
shareholder, court (if applicable) and regulatory approval, and receipt of third
party consents and other conditions customary in a transaction of this nature.
Further information regarding PMC and the Transaction will be provided in a
press release following the consummation of a definitive agreement by the
parties.
About PMC
PMC is a mineral exploration company operating in the Philippines with three
projects currently in its portfolio, the Taurus, the Malitao and the Dilong.
Based on its geological environment, the company's management believes that the
Philippines has the geological potential to host large world-class deposits of
gold and base metals.
The Company has recently been granted an Exploration Permit ('EP') for the
Taurus-Suhi Massive Sulphide Project is located within the within the Province
of Leyte. The Taurus property covers an area of 9,895 contiguous hectares and
features an ophiolite hosted massive sulphide belt and a consolidated historic
mining belt under one tenement.
The Malitao Project is located in the Calanasan municipality, Kalinga-Apayao
Province, northern Luzon and PMC is in the process of finalizing its Exploration
Permit Application (EPA). The property consists of 971 hectares and is
predominantly a Cu-Au massive sulphide prospect interpreted as a "Manto
Replacement Deposit" which is located in proximity to a large granitic batholith
and a prominent dyke swarm that intersects shallow marine volcanoclastics and
massive limestone.
The Dilong Cu-Au Porphyry Project is located in Barrio Dilong, and is also known
as the Hale Mayabo Claim. PMC is in the process of finalizing its Exploration
Permit Application ('EPA') for the Dilong Project wish is approximately 285
kilometers north of Manila and about 130 kilometers north of Baguio. Historical
work completed on the project includes 27 inclined and vertical drill holes
totalling approximately 6,000m.
PMC is conducting a private financing under which $340,000 has been raised at a
price of $0.30 per share. The company will continue to seek additional
financing.
PMC has retained PI Financial Corp. as its financial advisor to assist in
additional fund raising.
Financing
New Meridian anticipates completing a private placement offering of New Meridian
units ("Units") at a price of $0.15 per Unit for proceeds of up to $350,000. New
Meridian has filed a price reservation with the NEX to allow this financing to
increase to maximum gross proceeds of up to $500,000. Each Unit will consist of
one common share in the share capital of New Meridian ("Share") and one half of
one Share purchase warrant ("Half-Warrant"). Each whole Warrant will entitle the
holder to purchase one Share at a price of $0.30 per Share at any time prior to
one year from the date of issuance. The proceeds of the Offering will be used to
complete the Transaction and for working capital following completion of the
Transaction.
This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of New Meridian or
an offer to sell or exchange or the solicitation of an offer to buy or exchange
any securities of PMC, nor shall there be any sale or exchange of securities in
any jurisdiction (including the United Sates) in which such offer, solicitation
or sale or exchange would be unlawful prior to the registration or qualification
under the laws of such jurisdiction.
Forward Looking Statements
This press release may contain "forward-looking information" within the meaning
of applicable Canadian securities legislation. All statements, other than
statements of historical fact, included herein are forward looking information.
Generally, forward-looking information may be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not expect",
"proposed", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might occur or be
achieved. This forward-looking information reflects New Meridian's current
beliefs and is based on information currently available to New Meridian and on
assumptions New Meridian believes are reasonable. These assumptions include, but
are not limited to, the actual results of exploration projects being equivalent
to or better than estimated results in technical reports, assessment reports,
other geological reports or prior exploration results. Forward-looking
information is subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or
achievements of New Meridian or its subsidiaries to be materially different from
those expressed or implied by such forward-looking information. Such risks and
other factors may include, but are not limited to: the early stage development
of New Meridian, general business, economic, competitive, political and social
uncertainties; the actual results of current research and development or
operational activities; competition; uncertainty as to patent applications and
intellectual property rights; product liability and lack of insurance; delay or
failure to receive board or regulatory approvals; changes in legislation,
including environmental legislation, affecting mining, timing and availability
of external financing on acceptable terms; not realizing on the potential
benefits of technology; conclusions of economic evaluations; and lack of
qualified, skilled labour or loss of key individuals. Although New Meridian has
attempted to identify important factors that could cause actual results to
differ materially from those contained in forward-looking information, there may
be other factors that cause results not to be as anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking information. New Meridian does not undertake to update any
forward-looking information, except in accordance with applicable securities
laws.
Prescient Mining Corp (TSXV:PMC)
Historical Stock Chart
From Jul 2024 to Aug 2024
Prescient Mining Corp (TSXV:PMC)
Historical Stock Chart
From Aug 2023 to Aug 2024